Extract to table

Each servicer that services pool assets for a registered ABS offering is required to deliver an annual compliance statement affirming that it has fulfilled its obligations under the applicable servicing agreement in all material respects

The Notes must be "restricted securities" within the meaning of Rule 144(a)(3) and must not be of the same class as securities listed on a national securities exchange or quoted in an automated inter-dealer quotation system

Form ABS-15G must be filed with the SEC on an annual basis, with filings due by February 14 of each year for the prior calendar year reporting period

We note, however, that the risk retention analysis is a critical structuring consideration that must be resolved prior to pricing and closing, and that the Offering Memorandum must include disclosure regarding the manner in which the risk retention requirement is being satisfied

Accordingly, the Offering Memorandum prepared in connection with the QRF 2022-1 offering must be accurate and complete in all material respects and must not contain any material misstatements or omissions

While no SEC staff review of the Offering Memorandum will occur (as would be the case for a registration statement), the document must meet the same anti-fraud standards applicable to a registered prospectus